<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: March 27, 1997
QUIXOTE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- -------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-7903 36-2675371
- ------------------------ --------------------
(Commission File Number) (I.R.S. Employer
Identification Number)
One East Wacker Drive, Suite 3000, Chicago, IL 60601
- -------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
(312) 467-6755
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
Item 1. Not Applicable.
Item 2. Acquisition or Disposition of Assets.
On March 27, 1997, Quixote Corporation ("Quixote") and its wholly-owned
subsidiary, Disc Manufacturing, Inc. ("DMI"), sold substantially all of the DMI
assets to Cinram Inc., and its Canadian parent company, Cinram Ltd. (together
"Cinram), as set forth in the press release attached hereto and incorporated
herein as an Exhibit. Quixote received approximately $80.3 million in cash from
the sale, which includes pre-closing cash transfers from the DMI business.
As part of the transaction, Quixote and DMI transferred significant operating
liabilities to Cinram, but retained some liabilities, including certain
litigation. Refer to Quixote's current report on Form 8-K dated December 16,
1996. The stockholders of Quixote approved the sale of substantially all of
the DMI assets to Cinram on March 26, 1997.
Quixote used the proceeds of the sale to repay all of its $37.2 million
of bank debt, and will use $18.8 million to redeem all of its 8% Convertible
Subordinated Debentures and pay the related accrued interest. See Items 5 and
7. The balance of the proceeds will be used to pay transaction costs of
approximately $2.6 million and to invest in the highway safety and equipment
business or in other opportunities deemed beneficial to stockholders,
including the possible repurchase of a portion of the Company's common
stock outstanding.
Items 3 and 4. Not Applicable.
Item 5. Other Events.
On March 26, 1997, Quixote exercised its optional redemption rights to
redeem on April 30, 1997 all of its 8% Convertible Subordinated Debentures
issued pursuant to that Indenture dated April 15, 1986 between Quixote and
LaSalle National Bank as trustee. Currently, there are outstanding $18 million
of 8% Converted Subordinated Debentures. Holders of the 8% Convertible
Subordinated Debentures have the right to convert the Debentures into shares of
Quixote common stock at a conversion rate of $19.00 per share until
April 25, 1997.
In connection with the sale of the DMI assets, Quixote and its
subsidiaries amended their banking arrangements, including the reduction of
their borrowing availability from $65 million to $40 million.
Item 6. Not Applicable.
Item 7. Financial Statements and Exhibits.
(b)(1) Pro forma financial information. The pro forma financial information
required pursuant to Article 11 of regulation S-X is submitted as Appendix A to
this report.
(c) Exhibits. The following exhibits are filed with this report.
2.1 Press release dated March 31, 1997.
2.2 The Ninth Amendment to the Loan Agreement dated March 24, 1997 among
Quixote, its subsidiaries and the Northern Trust Company, as agent for certain
lenders.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
QUIXOTE CORPORATION
Date: April 10, 1997 ----------------------------------
-------------- /s/ Daniel P. Gorey
----------------------------------
By: Daniel P. Gorey
Its: Chief Financial Officer,
Vice President and Treasurer
<PAGE>
APPENDIX A
PRO FORMA FINANCIAL STATEMENTS
INTRODUCTION
(b)(1) The Pro Forma Unaudited Consolidated Condensed Balance Sheet presents
the historical Consolidated Condensed Balance Sheet of the Company as if the
sale of substantially all of the assets of DMI pursuant to the asset purchase
agreement with Cinram, dated December 8, 1996 ("Asset Purchase Agreement")
was consummated as of December 31, 1996. The Pro Forma Unaudited Consolidated
Condensed Statement of Operations for the six months ended December 31, 1996
and the Pro Forma Unaudited Consolidated Condensed Statement of Operations for
the fiscal year ended June 30, 1996 are presented assuming that the sale of
substantially all of the assets and assignment of certain liabilities of DMI
pursuant to the Asset Purchase Agreement was consummated at the opening of
business on July 1, 1995.
The following pro forma financial information should be read in
conjunction with the financial statements and notes included in the Company's
latest annual report on Form 10-K and quarterly report on Form 10-Q. The pro
forma financial information is not necessarily indicative of the results of
operations of the Company as they may be in the future or as they might have
been had the transaction been effective on the dates indicated.
<PAGE>
QUIXOTE CORPORATION
PRO FORMA UNAUDITED
CONSOLIDATED CONDENSED BALANCE SHEET
Dollar amounts in thousands, except for share data
The following Pro Forma Unaudited Consolidated Condensed Balance Sheet as
of December 31, 1996 has been prepared on the basis set forth in the Notes to
the Pro Forma Unaudited Consolidated Condensed Financial Statements.
<TABLE>
<CAPTION>
As of December 31, 1996
------------------------------------------
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,866 $ 21,150 (a)(e) $ 26,016
Accounts receivable, net 23,351 (18,001)(a) 5,350
Inventories 6,292 (2,436)(a) 3,856
Refundable income taxes 3,016 3,016
Other 4,488 (896)(a) 3,592
------- --------- -------
Total current assets 42,013 (183) 41,830
------- --------- -------
Property, plant and equipment, at cost 146,839 (116,243)(a) 30,596
Less accumulated depreciation and amortization (63,043) 53,156 (a) (9,887)
-------- --------- -------
83,796 (63,087) 20,709
Other 4,506 (1,091)(a)(g) 3,415
-------- --------- -------
$130,315 $ (64,361) $65,954
======== ========= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,899 $ (4,123)(a) $ 776
Dividend payable 957 957
Accrued expenses 15,680 (7,961)(a)(c)(f) 7,719
-------- --------- -------
Total current liabilities 21,536 (12,084) 9,452
Long-term debt 54,500 (54,500)(e)
Deferred income taxes 1,929 1,929
Net liabilities of discontinued operations 3,792 5,374 (f)(d) 9,166
Shareholders' equity:
Common stock, $.01 2/3 par - 15,000,000
shares authorized; 8,693,533 shares
Issued and outstanding 145 145
Capital in excess of par value of stock 29,812 29,812
Retained earnings 24,074 (3,151)(c)(d)(g) 20,923
Treasury stock, at cost - 718,921 shares (5,473) (5,473)
-------- --------- -------
Total shareholders' equity 48,558 (3,151) 45,407
-------- --------- -------
$130,315 $ (64,361) $65,954
======== ========= =======
<FN>
See notes to pro forma unaudited consolidated condensed financial statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION
PRO FORMA UNAUDITED
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
Dollar amounts in thousands, except for per share data
<TABLE>
<CAPTION>
For the six months ended
December 31, 1996
---------------------------------------------
Pro Forma
Historical Adjustments Pro Forma
------------ ------------- -----------
<S> <C> <C> <C>
Net Sales $ 65,976 $ (45,685)(a) $ 20,291
Cost of sales 45,171 (34,785)(a) 10,386
--------- ----------- -----------
Gross Profit 20,805 (10,900) 9,905
Operating expenses:
Selling and administrative 14,817 (7,088)(a) 7,729
Research and development 1,049 1,049
---------- ---------- ----------
15,866 (7,088) 8,778
Operating profit 4,939 (3,812)(a) 1,127
Other income (expenses):
Interest expense (2,205) 2,205 (b)
Other (113) (139)(a) (252)
---------- ---------- ----------
(2,318) 2,066 ( 252)
Earnings from continuing operations
before provision for income taxes 2,621 (1,746)(a) 875
Provision for income taxes 786 (653)(c) 133
---------- ---------- ----------
Earnings from continuing operations $ 1,835 $ (1,093) $ 742
========== ========== ==========
Per share data:
Primary earnings per share:
Earnings from continuing operations $ .23 $ (.14) $ .09
========== ========== ==========
Average shares outstanding 8,009,489 8,009,489 8,009,489
========== ========== ==========
Fully diluted earnings per share:
Earnings from continuing operations $ .23 $ (.14) $ .09
========== ========== ==========
Average shares outstanding 9,017,488 8,070,120 8,070,120
========== ========== ==========
<FN>
See notes to pro forma unaudited consolidated condensed financial statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION
PRO FORMA UNAUDITED
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
Dollar amounts in thousands, except for per share data
<TABLE>
<CAPTION>
For the year ended
June 30, 1996
--------------------------------------------
Pro Forma
Historical Adjustments Pro Forma
----------- -------------- ----------
<S> <C> <C> <C>
Net Sales $ 129,159 $ (82,409)(d) $ 46,750
Cost of sales 90,186 (67,727)(d) 22,459
--------- ---------- ----------
Gross Profit 38,973 (14,682) 24,291
Operating expenses:
Selling and administrative 29,231 (13,872)(d) 15,359
Research and development 1,536 1,536
---------- ---------- ----------
30,767 (13,872) 16,895
Operating profit 8,206 (810)(d) 7,396
Other income (expenses):
Interest income 523 (165)(d) 358
Interest expense (6,130) 6,130 (e)
Gain on sale of assets 1,634 1,634
Other (729) 274 (d) (455)
---------- ---------- ----------
(4,702) 6,239 1,537
Earnings from continuing operations
before provision for income taxes 3,504 5,429 (d) 8,933
Provision for income taxes 930 2,030 (f) 2,960
---------- ---------- ----------
Earnings from continuing operations $ 2,574 $ 3,399 $ 5,973
========== ========== ==========
Per share data:
Primary earnings per share:
Earnings from continuing operations $ .32 $ .42 $ .74
========== ========== ==========
Average shares outstanding 8,003,924 8,003,924 8,003,924
========== ========== ==========
Fully diluted earnings per share:
Earnings from continuing operations $ .32 $ .42 $ .74
========== ========== ==========
Average shares outstanding 8,951,562 8,003,924 8,003,924
========== ========== ==========
<FN>
See notes to pro forma unaudited consolidated condensed financial statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION
NOTES TO PRO FORMA UNAUDITED
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Dollar Amounts in thousands
Note 1 Pro Forma Unaudited Consolidated Condensed Financial Statements
Basis of Presentation
The pro forma unaudited consolidated condensed financial statements
present the historical consolidated condensed financial statements of the
Company adjusted for the sale of substantially all of the assets and assignment
of certain liabilities of DMI pursuant to the Asset Purchase Agreement.
The Pro Forma Unaudited Consolidated Condensed Balance Sheet presents the
historical Consolidated Condensed Balance Sheet of the Company as if the above
transaction was consummated as of December 31, 1996. The Pro Forma Unaudited
Consolidated Condensed Statements of Operations present the historical
Consolidated Condensed Statements of Operations of the Company for the six
months ended December 31, 1996 and the fiscal year ended June 30, 1996 as if
the transaction described above had occurred July 1, 1995. All non-recurring
charges or credits related to the above transaction have been excluded from the
presentation of pro forma income from continuing operations.
<TABLE>
<CAPTION>
Note 2 Pro Forma Unaudited Consolidated Condensed Balance Sheet
<S> <C>
(a) Record the sale of certain assets and assignment of certain liabilities of DMI:
Calculation of pro forma loss on disposal:
Proceeds from sale $ 80,300
Net book value of assets sold and liabilities transferred (81,852)
Transaction costs associated with the sale of DMI (2,650)
--------
Pro forma loss on disposal (4,202)
Tax benefit on loss on disposal 1,497
--------
Pro forma loss on disposal, net of tax benefit $ (2,705)
========
Summary of pro forma adjustments to cash:
Proceeds from sale $ 80,300
DMI cash balance transferred to Cinram at closing (4,650)
Assumed paydown of debt (54,500)
--------
Net pro forma adjustment to cash $ 21,150
========
Disc Manufacturing, Inc. - pro forma summary of assets sold and liabilities
transferred as of December 31, 1996:
Cash $ 4,650
Accounts receivable, net 18,001
Inventories 2,436
Other current assets 896
--------
25,983
Patents, net 28
Property, plant and equipment, net 63,087
Other assets 617
--------
Total assets 89,715
--------
Accounts payable 4,123
Accrued expenses 3,740
--------
Total liabilities 7,863
--------
Net assets $ 81,852
========
</TABLE>
<PAGE>
QUIXOTE CORPORATION
NOTES TO PRO FORMA UNAUDITED
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Dollar Amounts in thousands
<TABLE>
<CAPTION>
<S> <C>
(b) Not used
(c) To record the estimated loss on the sale of DMI and the related fees and
transaction costs $(4,202)
=======
(d) Reflects the tax effects of pro forma adjustments assuming the statutory
rates in effect for state and federal purposes $ 1,497
=======
(e) Record the assumed paydown of long-term debt with proceeds of sale $54,500
=======
(f) Reclassify certain legal and other accruals relating to Disc Manufacturing,
Inc. to Net Liabilities of Discontinued Operations $ 6,871
=======
(g) Record the write-off of deferred financing costs in connection with
Note(e) above $ 474
=======
Note 3 Leased Property to Cinram
As outlined in the Asset Purchase Agreement, the land and building located in Huntsville,
Alabama are not being sold to Cinram. These assets have a net book value of $7,331 and will be
leased to Cinram for a period of two years, with Cinram having the option to purchase the
property at net book value during the two year period.
Note 4 Pro Forma Unaudited Consolidated Statements of Operations
(a) To reflect DMI as a discontinued operation
(b) Reduction of interest expense due to the assumed pay down of long term
debt with proceeds of sale $ 2,205
=======
(c) Reflects the tax effects of pro forma adjustments assuming the statutory
rates in effect for state and federal purposes $ (653)
=======
(f) Not used
(d) To reflect DMI as a discontinued operation
(e) Reduction of interest expense due to the assumed pay down of long term
debt with proceeds of sale $ 6,130
=======
(g) Reflects the tax effects of pro forma adjustments assuming the statutory
rates in effect for state and federal purposes $ 2,030
<PAGE> ========
EXHIBIT 2.1
QUIXOTE COMPLETES SALE OF COMPACT DISC SUBSIDIARY TO CINRAM LTD.
FOLLOWING SHAREHOLDER APPROVAL
CHICAGO, IL, March 31, 1997 -- Quixote Corporation (Nasdaq:QUIX) today
announced that it has completed the previously announced sale of substantially
all of the assets of its Disc Manufacturing, Inc. (DMI) subsidiary to Cinram,
Ltd. of Toronto, Canada (Nasdaq:CNRMF), following an affirmative vote of its
shareholders at a Special Meeting. DMI is an independent U.S. manufacturer of
compact discs (CDs) and CD-ROM discs. Quixote received approximately $80.3
million in cash from the sale.
Quixote Corporation, through its wholly-owned subsidiary Energy Absorption
Systems, Inc., is the world's leading manufacturer of energy-absorbing highway
and truck-mounted impact attenuators and related highway safety products.
<PAGE>
EXHIBIT 2.2
Execution Copy
NINTH AMENDMENT TO LOAN AGREEMENT
THIS NINTH AMENDMENT TO LOAN AGREEMENT ("Ninth Amendment"), dated as
of March 24, 1997, is by and among QUIXOTE CORPORATION, a Delaware corporation
("Quixote"), ENERGY ABSORPTION SYSTEMS, INC., a Delaware corporation ("EAS"),
DISC MANUFACTURING, INC., a Delaware corporation ("DMI"), LEGAL TECHNOLOGIES,
INC., a Delaware corporation ("LTI"), QUIXOTE STENO CORPORATION
(f/k/a Stenograph Corporation), a Delaware corporation ("Stenograph"),
QUIXOTE DPI CORPORATION (f/k/a Discovery Products, Inc.(f/k/a Stenograph Legal
Services, Inc.)), a Delaware corporation ("SLS"), SPIN-CAST PLASTICS, INC., an
Indiana corporation ("Spin-Cast"), COURT TECHNOLOGIES, INC., a Delaware
corporation ("Court"), COMPOSITE COMPONENTS, INC., a Delaware corporation
("CCI"), QUIXOTE IIS CORPORATION (f/k/a Integrated Information Services, Inc.),
a Delaware corporation ("IIS"), QUIXOTE LSI CORPORATION (f/k/a Litigation
Sciences, Inc.), a Delaware corporation ("LSI"), and SAFE-HIT CORPORATION, a
Nevada corporation ("Safe-Hit"), the lenders ("Lenders") named in the Loan
Agreement referred to below, and THE NORTHERN TRUST COMPANY, an Illinois banking
corporation ("Northern"), as agent for the Lenders (Northern, in such capacity,
being "Agent"). Quixote, EAS, DMI, LTI, Stenograph, SLS, Spin-Cast, Court, CCI,
IIS, LSI, and Safe-Hit are individually and collectively referred to herein as
"Borrower".
RECITALS
A. Quixote, EAS, DMI, Stenograph, SLS, Spin-Cast, Court, CCI,
IIS, LTI, LSI, Safe-Hit, Agent and Lenders are parties to that certain Loan
Agreement dated as of June 26, 1992, as amended by a First Amendment to Loan
Agreement dated as of June 30, 1992, as further amended by a Second Amendment to
Loan Agreement dated as of May 28, 1993, as further amended by a Third Amendment
to Loan Agreement dated as of June 26, 1993, as further amended by a Fourth
Amendment to Loan Agreement dated May 31, 1994, as further amended by a Fifth
Amendment to Loan Agreement dated December 15, 1994, as further amended by a
Sixth Amendment to Loan Agreement dated April 3, 1995, as further amended by
a Seventh Amendment to Loan Agreement dated November 10, 1995, and as further
amended by an Eighth Amendment to Loan Agreement dated as of June 4, 1996 and
effective as of March 31, 1996 (as so amended and as the same may be hereafter
amended, restated, supplemented or otherwise modified, the "Loan Agreement").
B. Effective August 23, 1996, Discovery Products, Inc., a
Delaware corporation (f/k/a Stenograph Legal Services, Inc.), changed its
corporate name to Quixote DPI Corporation.
C. Quixote wishes to sell certain of its assets and substantially
all of the assets of DMI, its wholly-owned subsidiary, to Cinram Ltd., a
Canadian corporation and Cinram Inc., a Delaware corporation (the "DMI Asset
Sale") pursuant to that certain Asset Purchase Agreement, dated as of December 8,
1996 among Cinram Ltd., a Canadian corporation, Cinram Inc., a Delaware
corporation, Quixote, and DMI and to use a portion of the proceeds of such sale
to satisfy all outstanding obligations under the Debentures (the "Debenture
Repayment").
<PAGE>
D. Subject to the terms, covenants, conditions and
representations set forth herein and at the request of Borrower, the Lenders
wish to waive certain Defaults and/or Events of Default under the Loan Agreement
to allow for the consummation of the DMI Asset Sale pursuant to the DMI Asset
Sale Agreement and the Debenture Repayment.
E. Pursuant to the terms of the Loan Agreement and at the request
of Borrower, the parties wish to further amend the Loan Agreement upon the
consummation of the DMI Asset Sale pursuant to the DMI Asset Sale Agreement.
F. In consideration of the mutual agreements contained herein,
and subject to the terms and conditions hereof, the parties hereto agree as
follows:
1. Amendments to Loan Agreement.
1.1 Terms Used. Terms used but not otherwise defined herein
are used with the same meanings as provided therefor in the Loan Agreement.
1.2 Section 1 of the Loan Agreement. Immediately upon the
consummation of the DMI Asset Sale pursuant to the DMI Asset Sale Agreement,
Section 1 of the Loan Agreement shall hereby be amended by inserting the
following definitions in the proper alphabetical location:
""DMI Asset Sale" shall mean the sale of substantially all of the
assets of DMI by Quixote and DMI to Cinram Ltd., a Canadian corporation and
Cinram Inc., a Delaware corporation."
""DMI Asset Sale Agreement" shall mean that certain Asset Purchase
Agreement dated as of December 8, 1996 among Quixote, DMI, Cinram Ltd., a
Canadian corporation and Cinram Inc., a Delaware corporation."
1.3 Section 2.1 of the Loan Agreement. Immediately upon the
consummation of the DMI Asset Sale pursuant to the DMI Asset Sale Agreement,
Section 2.1 of the Loan Agreement shall hereby be amended by deleting the first
and second sentences thereof and inserting the following in its stead:
"The maximum aggregate amount of the Revolving Credit Loan to be
made by each Lender (such Lender's "Revolving Credit Loan Commitment") shall be
the amount set below such Lender's name on the signature pages to the Ninth
Amendment to Loan Agreement, dated as of March 24, 1997. The aggregate
principal amount of the Revolving Credit Loan Commitments is $40,000,000."
1.4 Section 6.3(a) of the Loan Agreement. Immediately upon
the consummation of the DMI Asset Sale pursuant to the DMI Asset Sale Agreement,
Section 6.3 of the Loan Agreement shall hereby be amended by deleting subsection
(a) thereof and inserting the following in its stead:
"(a) at the end of each Fiscal Quarter, a Consolidated Current
Ratio (which shall be certified by Quixote at the end of each Fiscal Quarter)
equal to or greater than 2.0 to 1.0;"
1.5 New Section 6.16 of the Loan Agreement. Immediately
upon the consummation of the DMI Asset Sale pursuant to the DMI Asset Sale
Agreement, Section 6 of the Loan Agreement shall hereby be amended by inserting
the following new Section 6.16:
<PAGE>
"6.16 Prepayment of the Debentures. Within 45 days after consummation of
the DMI Asset Sale pursuant to the DMI Asset Sale Agreement, all obligations of
Quixote under and with respect to all the Debentures shall be repaid in full
with a portion of the proceeds of the DMI Asset Sale and all agreements relating
thereto shall be terminated on terms and conditions satisfactory to the Agent
and the Lenders."
1.6 References to SLS and DMI. The Loan Agreement is hereby
amended as follows:
(a) effective as of August 23, 1996, all references to "SLS" shall be
deemed to be references to Quixote DPI Corporation , a Delaware corporation
(f/k/a Discovery Products, Inc.(f/k/a Stenograph Legal Services, Inc.)); and
(b) effective as of the date of the filing of a Certificate of
Amendment of Certificate of Incorporation of Disc Manufacturing, Inc. changing
its name to "Quixote Laser Corporation" with the Secretary of State of Delaware
and the delivery of a copy of such filed Certificate certified by the Secretary
of State of Delaware to the Agent, all references to "DMI" shall be deemed to
be references to Quixote Laser Corporation, a Delaware corporation (f/k/a Disc
Manufacturing, Inc.).
2. Waiver. Subject to the terms, covenants, conditions and
representations set forth herein, the Lenders hereby waive any and all Defaults
or Events of Default that will be caused by the consummation of the DMI Asset
Sale pursuant to the DMI Asset Sale Agreement being any failure to comply with
the terms of Sections 6.1, 7.3, 7.10, 7.11, 7.12 and 9.1 of the Loan Agreement
and for the Fiscal Quarter ending March 31, 1997 only: (a) the failure to comply
with the financial requirement of Subsection 6.3(a) of the Loan Agreement and
(b) the failure to comply with the financial requirement of Subsection
6.3(b)(iii) of the Loan Agreement. This waiver shall be limited precisely as
written and shall not be deemed to prejudice the Lenders' rights and remedies
with respect to any future Defaults or Events of Default.
3. Representation and Warranties. In order to induce the Lenders to
enter into this Ninth Amendment, each Borrower represents and warrants that:
3.1 The representations and warranties set forth in Section 4 of
the Loan Agreement, as hereby amended, are true, correct and complete on the
date hereof as if made on and as of the date hereof and that there exists no
Default or Event of Default on the date hereof.
3.2 The execution and delivery by each Borrower of this Ninth
Amendment has been duly authorized by proper corporate proceedings of each
Borrower and this Ninth Amendment, and the Loan Agreement, as amended by this
Ninth Amendment, constitutes a valid and binding obligation of each Borrower.
3.3 Neither the execution and delivery by each Borrower of this
Ninth Amendment, nor the consummation of the transactions herein contemplated,
nor compliance with the provisions hereof will violate any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on any
Borrower or any Borrower's articles of incorporation or by-laws or the
provisions of any indenture, instrument or agreement to which any Borrower is a
party or is subject, or by which it or its property, is bound, or conflict with
or constitute a default thereunder.
4. Effective Date. This Ninth Amendment shall become effective as
of the date first above written (the "Effective Date") upon receipt by the Agent
of (i) five (5) copies of this Amendment duly executed and delivered by each
Borrower, the Agent and all Lenders, (ii) true, correct and complete copies of
<PAGE>
the duly executed DMI Asset Sale Agreement and all other material documents,
agreements and instruments executed in connection therewith or in connection
with the DMI Asset Sale; (iii) copies for each Lender of a certificate executed
by a responsible officer of each Borrower certifying, as of the date hereof, as
to (a) the attachment thereto of true, correct and complete copies of the
board resolutions authorizing the execution and delivery of this Ninth
Amendment and the transactions contemplated hereby and (b) the incumbency of
the officers executing this Ninth Amendment; (iv) copies for each Lender of
a certificate executed by a responsible officer of Quixote certifying, as
of the date hereof, as to the attachment thereto of a true, correct and
completecopies of (a) Quixote board and stockholders resolutions (if any)
authorizing and approving (as applicable) and (b) corporate minutes of
Quixote evidencing proper shareholder approval of the execution and performance
of the DMI Asset Purchase Agreement and the transactions contemplated thereby
and (v) copies for each Lender of a certificate executed by a responsible
officer of DMI certifying, as of the date hereof, as to the attachment
thereto of true, correct and complete copies of the DMI board resolutions
authorizing and approving (as applicable) the execution and performance of
the DMI Asset Purchase Agreement.
5. Reference to Loan Agreement. From and after the Effective Date
hereof, each reference in the Loan Agreement to "this Agreement", "hereof", or
"hereunder" or words of like import, and all references to the Loan Agreement in
any and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature shall be deemed to mean the Loan Agreement, as
amended by this and all previous Amendments.
6. Miscellaneous.
6.1 Except as specifically set forth herein, the Loan
Agreement and all provisions contained therein shall remain and continue in full
force and effect.
6.2 The execution, delivery and effectiveness of this Ninth
Amendment shall not, except as expressly provided in Section 2 hereof, operate
as a waiver of (i) any right, power or remedy of the Lenders or the Agent under
the Loan Agreement or any of the other Loan Documents, or (ii) any Default or
Event of Default under the Loan Agreement or any of the other Loan Documents.
6.3 This Ninth Amendment shall be governed by, and construed
and enforced in accordance with, the laws of the State of Illinois applicable to
contracts made and performed in such State, without regard to the principles
thereof regarding conflict of laws.
6.4 This Ninth Amendment may be executed in any number of
separate counterparts, each of which shall, collectively and separately,
constitute one agreement.
[signature page follows]
<PAGE>
IN WITNESS WHEREOF, this Ninth Amendment has been duly executed and
delivered as of the date first written above.
THE NORTHERN TRUST COMPANY,
as Agent and as Lender
By: /s/ Robert T. Jank
------------------------------
Name: Robert T. Jank
Title: Senior Vice President
Revolving Credit Loan
Commitment: $13,333,333.34
LA SALLE NATIONAL BANK,
as Lender
By: /s/ Betty T. Latson
------------------------------
Name: Betty T. Latson
Title: Senior Vice President
Revolving Credit Loan
Commitment: $13,333,333.33
AMERICAN NATIONAL BANK
AND TRUST COMPANY,
as Lender
By: /s/ Georgy Ann Peluchiwski
------------------------------
Name: Georgy Ann Peluchiwski
Title: Second Vice President
Revolving Credit Loan
Commitment: $13,333,333.33
<PAGE>
QUIXOTE CORPORATION ENERGY ABSORPTION SYSTEMS, INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
----------------------------- ------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title(s): Vice President, Chief Financial Title(s): Vice President and
Officer and Treasurer Treasurer
DISC MANUFACTURING, INC. QUIXOTE STENO CORPORATION
(f/k/a Stenograph Corporation)
By: /s/ James H. DeVries By: /s/ Daniel P. Gorey
----------------------------- -----------------------------
Name: James H. DeVries Name: Daniel P. Gorey
Title: Vice Chairman Title(s): Vice President and
Treasurer
LEGAL TECHNOLOGIES, INC. QUIXOTE DPI CORPORATION
(f/k/a Discovery Products, Inc.
(f/k/a Stenograph Legal Services,
Inc.))
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
---------------------------- -----------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title(s): Vice President and Treasurer Title(s): Vice President and
Treasurer
QUIXOTE IIS CORPORATION SPIN-CAST PLASTICS, INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
----------------------------- -----------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title(s): Vice President and Treasurer Title(s): Vice President and
Treasurer
<PAGE>
QUIXOTE LSI CORPORATION COURT TECHNOLOGIES, INC.
(f/k/a Litigation Sciences, Inc.)
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
-------------------------------- -----------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title(s): Vice President and Treasurer Title(s): Vice President and
Treasurer
SAFE-HIT CORPORATION COMPOSITE COMPONENTS, INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
- -------------------------------- -----------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title(s): Vice President and Treasurer Title(s): Vice President and
Treasurer
</TABLE>
